FirstSun Details Definitive Merger with First Foundation, Projecting Significant EPS Accretion and Strategic Growth

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This 424B3 filing provides comprehensive details for the proposed merger between FirstSun Capital Bancorp and First Foundation Inc., a transformational event for FirstSun. The transaction, valued at approximately $767 million for First Foundation, is structured as an all-stock deal where First Foundation shareholders will receive 0.16083 shares of FirstSun common stock for each of their shares. A key aspect of the merger is a planned balance sheet repositioning, involving the sale of approximately $3.4 billion of First Foundation's non-core assets and a corresponding reduction in high-cost liabilities, aimed at strengthening the combined company's capital, liquidity, and credit profile. While the merger is expected to be dilutive to FirstSun's tangible book value per share by approximately 14.4% at closing, management projects substantial accretion to FirstSun's estimated earnings per share, with increases of 19.7% in 2026 and 30.9% in 2027. The combined entity is anticipated to have approximately $17 billion in assets, establishing a premier bank in the Southwest. Shareholder approval is required for the merger and related proposals, including an increase in FirstSun's authorized common stock and the creation of non-voting common stock to accommodate ownership thresholds. The definitive nature of this filing, coupled with the significant financial and strategic implications, makes this a highly important market event.

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• Merger Agreement Details

  FirstSun to acquire First Foundation in an all-stock transaction, with First Foundation shareholders receiving 0.16083 shares of FirstSun common stock for each share held.

• Strategic Rationale & Scale

  The merger is expected to create a premier bank in the Southwest with approximately $17 billion in assets, enhancing market presence and diversification.

• Financial Impact

  The transaction is projected to be significantly accretive to FirstSun's estimated EPS by 19.7% in 2026 and 30.9% in 2027, despite an estimated 14.4% dilution to tangible book value per share at closing.

• Balance Sheet Repositioning

  A post-merger plan includes divesting approximately $3.4 billion of First Foundation's non-core assets and reducing high-cost liabilities to strengthen the combined company's financial profile.

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This 424B3 filing provides comprehensive details for the proposed merger between FirstSun Capital Bancorp and First Foundation Inc., a transformational event for FirstSun. The transaction, valued at approximately $767 million for First Foundation, is structured as an all-stock deal where First Foundation shareholders will receive 0.16083 shares of FirstSun common stock for each of their shares. A key aspect of the merger is a planned balance sheet repositioning, involving the sale of approximately $3.4 billion of First Foundation's non-core assets and a corresponding reduction in high-cost liabilities, aimed at strengthening the combined company's capital, liquidity, and credit profile. While the merger is expected to be dilutive to FirstSun's tangible book value per share by approximately 14.4% at closing, management projects substantial accretion to FirstSun's estimated earnings per share, with increases of 19.7% in 2026 and 30.9% in 2027. The combined entity is anticipated to have approximately $17 billion in assets, establishing a premier bank in the Southwest. Shareholder approval is required for the merger and related proposals, including an increase in FirstSun's authorized common stock and the creation of non-voting common stock to accommodate ownership thresholds. The definitive nature of this filing, coupled with the significant financial and strategic implications, makes this a highly important market event.